[8-K] Madrigal Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

Madrigal Pharmaceuticals held its 2025 Annual Meeting of Stockholders on June 20, 2025, with 20,427,421 shares represented (92% of outstanding shares), constituting a quorum. Key outcomes include:

• Board Elections: Four Class III directors were re-elected to serve until 2028, including Julian Baker, Dr. Raymond Cheong, Dr. Jacqualyn Fouse, and Dr. Richard Levy, with Dr. Fouse receiving the highest approval (18.8M votes)
• Auditor Appointment: Stockholders ratified PricewaterhouseCoopers LLP as independent auditor with overwhelming support (20.2M votes in favor)
• Executive Compensation: Shareholders approved named executive officers' compensation with strong support (18.7M votes in favor)
• Say-on-Pay Frequency: Stockholders strongly favored annual advisory votes on executive compensation (18.8M votes), which the Board has adopted

Positive

• Strong shareholder support demonstrated with 98.9% approval (18,720,175 votes) for executive compensation package
• High participation rate with 92% of outstanding shares (20,427,421 shares) represented at Annual Meeting
• All four Class III directors received strong majority approval, with Dr. Jacqualyn Fouse receiving particularly strong support (99.4% of votes cast)

Negative

• None.

0001157601FALSE00011576012025-06-202025-06-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2025

____________________

MADRIGAL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

____________________

Delaware			001-33277			04-3508648
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

Four Tower Bridge 200 Barr Harbor Drive, Suite 200 West Conshohocken, Pennsylvania			19428
(Address of principal executive offices)			(Zip Code)

(267) 824-2827

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 Par Value Per Share

MDGL

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 20, 2025, Madrigal Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 24, 2025, the record date for the Annual Meeting, 22,203,282 shares of the Company’s common stock were issued and outstanding, of which 20,427,421 shares of the Company’s common stock were present in person or represented by proxy and entitled to vote at the Annual Meeting, constituting a quorum. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

1. The Company’s stockholders re-elected the four persons listed below as Class III directors, each to serve until the Company’s 2028 annual meeting of stockholders or until his or her successor is duly elected and qualified. The voting results were as follows:

			For			Withheld			Broker Non-Votes
Julian C. Baker			17,144,833			1,806,070			1,476,517
Raymond Cheong, Ph.D., M.D.			18,218,687			732,216			1,476,517
Jacqualyn A. Fouse, Ph.D.			18,845,616			105,287			1,476,517
Richard S. Levy, M.D.			17,734,255			1,216,648			1,476,517

2. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:

For			Against			Abstentions			Broker Non-Votes
20,230,193			179,959			17,269			0

3. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:

For			Against			Abstentions			Broker Non-Votes
18,720,175			208,911			21,817			1,476,517

4. The Company’s stockholders approved, on a non-binding, advisory basis, a frequency of every "One Year" for future advisory stockholder votes on the compensation of the Company’s named executive officers. The voting results were as follows:

One Year			Two Years			Three Years			Abstentions			Broker Non-Votes
18,863,579			7,011			64,052			16,261			1,476,517

After considering the results of the non-binding, advisory vote, the Board of Directors of the Company has determined that the Company will hold a non-binding, advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of holding the advisory vote on named executive officer compensation.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MADRIGAL PHARMACEUTICALS, INC.
			By:			/s/ Mardi Dier
						Name: Mardi Dier
						Title: Executive Vice President and Chief Financial Officer
Date: June 20, 2025

3

FAQ

What were the voting results for MDGL's director elections at the 2025 Annual Meeting?

At MDGL's 2025 Annual Meeting, four Class III directors were re-elected: Julian C. Baker (17,144,833 votes For), Raymond Cheong, Ph.D., M.D. (18,218,687 votes For), Jacqualyn A. Fouse, Ph.D. (18,845,616 votes For), and Richard S. Levy, M.D. (17,734,255 votes For). Each director will serve until the 2028 annual meeting.

Did MDGL shareholders approve the executive compensation package in 2025?

Yes, MDGL shareholders approved the named executive officers' compensation in a non-binding, advisory vote. The measure passed with 18,720,175 votes For, 208,911 Against, and 21,817 Abstentions, with 1,476,517 Broker Non-Votes.

How often will MDGL hold advisory votes on executive compensation?

MDGL shareholders voted overwhelmingly for annual ('One Year') advisory votes on executive compensation, with 18,863,579 votes supporting annual frequency. The Board of Directors has confirmed they will hold these advisory votes every year until the next required frequency vote.

What was the shareholder participation rate at MDGL's 2025 Annual Meeting?

Out of 22,203,282 total outstanding shares, 20,427,421 shares were present in person or represented by proxy at the 2025 Annual Meeting, representing approximately 92% participation and constituting a quorum.

Did MDGL shareholders approve PricewaterhouseCoopers as their auditor for 2025?

Yes, shareholders ratified PricewaterhouseCoopers LLP as MDGL's independent registered public accounting firm for fiscal year 2025, with 20,230,193 votes For, 179,959 Against, and 17,269 Abstentions.